INDUSTRIES LIMITED · Special Resolution, as per the requirement of SEBI (Delisting of Securities)...

CORPORATE INFORMATION

Board of Directors

Mr. J. P. Agarwal Chairman & Managing Director

Mr. Kapil Agarwal Executive Director

Mr. S. M. Agarwal Non-executive Independent Director

Mr. Jayanti Oza Non-executive Independent Director

Mr. Sumit Agarwal Non-executive Independent Director

Mr. Amit Agarwal Non-executive Independent Director

Mr. Mangi lal Dangi Non-executive Independent Director

Board Committees

Audit Committee Remuneration Committee Shareholders' / Investors

Grievance Committee

Mr. S. M. Agarwal Mr. S. M. Agarwal Mr. S. M. Agarwal

Mr. Jayanti Ojha Mr. Jayanti Ojha Mr. Jayanti Ojha

Mr. Sumit Agarwal Mr. Sumit Agarwal Mr. Sumit Agarwal

Bankers: BANK OF BARODA

Main Branch, Opposite Town Hall, Udaipur

Regd. Office

Village : Survey No. 13, Kempalingahalli, Nelamangala Taluk (Rural)

Bangalore-562123 (Karnataka)E-mail: [email protected]

URL: www.pacificindustiesltd.com

Plant Location

Unit I : Village : Bedla, Udaipur-313004 (Rajasthan)Tel. No. : 0294-2440933 Fax No. : 0294-2440780

Unit II : Village : Survey No. 13, KemplingahalliNelamangala Taluk (Rural) Bangalore-562123 (Karnataka)Tel. No. : 080-27723004 Fax No. : 080-27723005

Statutory Auditors Registrar & Share Transfer AgentM/s. A. Bafna & Co. Link Intime India Private LimitedChartered Accountants C-13, Pannalal Silk Mills CompoundK-2, Raj Apartment L.B.S. Marg, Bhandup (W),Keshav Path, C-Scheme Mumbai-400 078Jaipur-302 001 (Rajastjan) Tel.: 022-25963838 Fax : 022-25946969 E-mail : [email protected]

INDUSTRIES LIMITED

Contents Page No.

1. Notice 1

2. Director's Report 7

3. Auditor's Report 27

4. Balance Sheet 32

5. Statement of Profit and Loss 33

6. Accounting Policies & Notes on Accounts 34

7. Cash Flow Statement 49

TWENTY FOURTH ANNUAL GENERAL MEETING

NOTICE

thNotice is hereby given that the 24 Annual General Meeting of the members of Pacific Industries Limited will be held on Monday, September 30, 2013 at 10.00 A. M. at Village : Survey No. 13, Kempalingahalli, Nelamangala Taluk (Rural) Bangalore - 562123 (Karnataka) to transact the following businesses:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March 2013 and the Statement of Profit & Loss for the year ended on that date, together with the Cash Flow Statement and the reports of the Directors and the Auditors thereon.

2. To appoint a Director in the place of Mr. Sumit Agarwal, who retires by rotation and, being eligible, offers himself for re-appointment.

3. To appoint a Director in the place of Mr. Amit Agarwal, who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting and to authorise the Board of Directors of the Company to fix their remuneration. M/s. A. Bafna & Company, Chartered Accountants, the retiring Auditors and, being eligible, offer themselves for re-appointment.

SPECIAL BUSINESS

5. To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:

“RESOLVED THAT subject to relevant provisions of the Companies Act, 1956 {including any Statutory modification(s), and / or re-enactment(s) thereof for the time being in force and as may be enacted hereafter}, Securities Contract (Regulation) Act, 1956 and the rules framed there under, SEBI (Delisting of Securities) Guidelines, 2003 and other Guidelines issued by SEBI from time to time, Listing Agreements and all other applicable laws, rules, regulations and guidelines and subject to such approval(s), permission(s) and sanction(s), as may be necessary and subject to such condition(s) and modification(s) as may be prescribed or imposed by any authority while granting such approval(s), permission(s) and sanction(s), which may be accepted by the Board of Directors of the Company (hereinafter referred to as “ the Board” which shall include any Committee thereof for the time being exercising the powers conferred on the Board by this resolution) consent of the Company be and is hereby accorded to Voluntary Delist the equity shares of the Company from all or any of The Calcutta Stock Exchange Association Limited, Jaipur Stock Exchange Limited, The Delhi Stock Exchange Association Limited and U. P. Stock Exchange Association Limited.

Twenty Fourth Annual Report 2012-13INDUSTRIES LIMITED

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RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as “the Board” which shall include any Committee thereof for the time being exercising the powers conferred by the Board) be and is hereby authorized to seek for Voluntary Delisting of the Equity Shares of the Company, to take all the required steps in this regard and to do all such acts, deeds, matters and things and to execute all such papers, Indemnity Bond(s), documents, deeds and writings as may be required and / or desirable for getting done Voluntary Delisting of the Equity Shares of the Company from all or any of The Calcutta Stock Exchange Association Limited, Jaipur Stock Exchange Limited, The Delhi Stock Exchange Association Limited and U. P. Stock Exchange Association Limited.

RESOLVED FURTHER THAT Mr. J. P. Agarwal, Chairman & Managing Director of the Company be and is hereby authorized to do all the required acts, deeds, matters and things including execution of Indemnity Bond(s), declaration(s), documents, deeds, writings as may be required and / or desirable and the application for delisting and to delegate the authority and duty vested in him to any other director / officer of the Company or any outside professional(s) / agency (ies), to whom Mr. J. P. Agarwal, Chairman & Managing Director considers suitable for doing various acts, deeds, matters and things required to be done for giving effect to this resolution.”

Bedla Udaipur By order of the Board

th30 May 2013 Sd/- (J. P. Agarwal)Registered Office Chairman & Managing DirectorVillage: Survey No. 13, KempalingahalliNelamangala Taluk (Rural)Bangalore - 562123 (Karnataka)


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Notes :

a) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

b) THE PROXY FORM DULY COMPLETED SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

c) Corporate members are requested to send a duly certified copy of the Board resolution authorizing their representatives to attend and vote at the meeting.

d) Members/Proxies should bring the Attendance Slip duly filled in for attending the meeting.

e) Members are requested to notify immediately, change in their addresses, pin code, e-mail addresses and telephone number(s), if any, to the Company at its Registered Office by quoting their folio numbers. In respect of shares held in electronic mode, the same should be communicated to the respective Depository Participant (DP).

f) As per the provisions of the Companies Act, 1956, facility for making nominations is available to the shareholders in respect of shares held by them in physical mode. Nomination forms can be obtained from the Registrar & Transfer Agent of the Company.

g) Those who are holding shares in electronic mode should give relevant details in this matter to their respective Depository Participant (DP).

h) Members of the Company who have multiple accounts in identical names or joint accounts in the same name / order are requested to send all the share certificates to the Registrar & Transfer Agent of the Company, M/s Link Intime India Private Limited, or at the Registered Office of the Company for consolidation of all such shareholdings into one account to facilitate better services.

i) Member who still have their holdings in physical form are requested to convert them into dematerialized form (under ISIN No. INE883C 01025) at the earliest.


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j) All requests for transfer of Equity Shares and allied matters along with the relevant transfer deeds and share certificates should preferably be sent directly to the Company's Registrar and Transfer Agent, M/s Link Intime India Private Limited, C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (W), Mumbai - 400078.

k) The Register of Members and Share Transfer Books of the Company will remain closed from Monday, 23rd September, 2013 to Monday, 30th September, 2013, both days inclusive.

l) Shareholders desiring any information as regards Audited Annual Accounts are requested to write to the Company at an early date (at least ten days before the date of meeting) so as to enable the Management to keep the information ready at the meeting.

m) SEBI vide its circular ref. no MRD/ DoP/Cir-05/2009 dated 20.05.2009 has clarified that for securities market transactions and off-market/ private transactions involving transfer of shares in physical from of listed companies, it shall be mandatory for the transferee(s) to furnish a copy of PAN card to the Company / RTAs for registration of such transfer of shares irrespective of the amount of such transaction.

All the intended transferee(s) are, therefore, requested to furnish a self certified copy of their PAN Card along with the relevant transfer deed for registration of transfer of shares. Please note that the Share(s) lodged for transfer without self certified copy of PAN Card of the transferee(s), shall be returned under objection.


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ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956

ITEM NO. 2 and 3

Details of the Directors seeking re-appointment / appointment in the

Twenty Fourth Annual General Meeting

(In pursuance of Clause 49 of the Listing Agreement)

ITEM NO. 5

The equity shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai, The Calcutta Stock Exchange Association Limited, Kolkata, U. P. Stock Exchange Association Limited, Kanpur, Jaipur Stock Exchange Limited, Jaipur (Regional Stock Exchange) and The Delhi Stock Exchange Association Limited, Delhi.

It is observed that the Stock Exchanges other than BSE have no reach to the investors because they are not engaged in trading of their own. In fact BSE, which has extensive network of trading terminals across the country which provides liquidity to the shareholders of the Companies listed with it. In view of this, it is proposed to voluntarily delist the equity shares of the Company from all or any of the Stock Exchanges situated at Kolkata, Kanpur, Jaipur and Delhi.

The proposed delisting is sought in view of no trading on these Stock Exchanges and for the purpose of saving cost. Moreover, the Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited, Mumbai to maintain liquidity and to provide nationwide opportunity for trading to the shareholders of the Company. Delisting of Equity Shares of the Company from these Stock Exchanges would not prejudicially affect the interest of the investors residing in the region of these Stock Exchanges. Exact date with which the above stated delisting will take effect will be suitably notified at appropriate time.

Name of Director Mr. Sumit Agarwal Mr. Amit Agarwal

Date of Birth 31.10.1974 24.09.1979

Date of Last Reappointment 30.09.2010 30.09.2010

Special Expertise Overall In-charge of Quality Overall In-charge of Quality Control Department of the Production Operations at the Company factory of the Company

Qualifications Graduate Graduate

Directorships in NIL NILother Companies

Chairman/Member of NIL NILCommittees of Companies


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The Company has not taken up any step on the Special Resolution passed in the earlier AGMs for th

Voluntary Delisting hence consent of the Share Holders is being sought in the ensuing 24 AGM by way of Special Resolution, as per the requirement of SEBI (Delisting of Securities) Guidelines, 2003 and / or any other enactment / guideline(s) as may be in force from time to time for Voluntary Delisting of Equity Shares of the Company.

None of the Directors of the company are interested or concerned in this resolution.

The Board recommends this Special Resolution for your approval.

Bedla Udaipur By Order of the Board

th30 May 2013 Sd/- (J. P. Agarwal)Registered Office Chairman & Managing DirectorVillage: Survey No. 13, KempalingahalliNelamangala Taluk (Rural)Bangalore - 562123 (Karnataka)


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PACIFIC INDUTRIES LTD.

DIRECTORS' REPORT – 2012 - 13

Dear Members,

Your Directors present the 24th Annual Report of the working of the Company along with the statement of accounts and the Auditors' Report for the year ended 31st March, 2013.

1. Financial Results

2. Business Results

During the year the turnover of the company has been increased by 51.87% to Rs. 8825.11 lakh as against Rs. 5810.79 Lakh in the previous year. The Net Profit after Tax of the Company is Rs.864.64 Lakh as against Rs.449.82 Lakh in the previous year.

3. Dividend and transfer to Reserve

Your directors have not recommended any dividend for the year 2012-2013 and the entire surplus is proposed to be transferred to the reserves to give financial leverage to the Company.

4. Directors' Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:

followed in the preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to material departures, if any ;

selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

(Rs. in Lac)

PARTICULARS Year ended 31.03.2013 (Audited)

Year ended 31.03.2012 (Audited)

Turnover 8825.11 5810.79 Profit before Tax 1089.54 564.35 Less: Provision for Income Tax - Current Tax 220.47 114.53 - Prior period Tax expenses 4.43 - Net Profit after Tax 864.64 449.82 Add: Profitbrought forward from previous year 4008.64 3558.82 Profit available for Appropriation 4873.28 4008.64 Net Profit carried forward 4873.28 4008.64


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prepared the annual accounts on a going concern basis.

The above statements were noted by the Audit Committee at its meeting held on May 30, 2013.

5. Statutory Disclosures

None of the Directors are disqualified under the provisions of Section 274(1)(g) of the Companies Act, 1956. The Directors have made the requisite disclosures, as required under the provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

6. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is appended as Annexure “A” and forms part of the Report.

7. Particulars of Employees

None of the Employee of the Company has been paid such remuneration which attracts provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, hence requirement of disclosure under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 doesn't arise.

8. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled as 'Corporate Governance' has been included in this Annual Report, along with the reports on 'Management Discussion and Analysis' and 'Shareholder Information'. All board members and senior management personnel have affirmed compliance to the Code of Conduct for the FY 2012-13.

All board members and senior management personnel have affirmed compliance to the Code of Conduct for the FY 2012-13.

9. Capital Investments

Your Company has made an investment of Rs.312.21 Lacs in capital assets during the year to increase the production capacities for extraction of granite from mines for captive consumption.

10. Fixed Deposits

During the year under review, your Company has not accepted any deposit under Section 58A and 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975

11. Corporate Social Responsibility

The philosophy and practice of sustainability and business ethics has been a matter of abiding interest and faith to your Company. Your Company has always seen its interests as inseparable from that of the community.


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As a part of our social responsibility we try to promote social welfare through the following educational institutions

Geetanjali Medicity

Geetanjali Institute of Technical Studies

Geetanjali College of Pharmaceuticals Studies

12. Directors

Mr. Sumit Agarwal and Mr. Amit Agarwal, Directors of the Company, liable to retire by rotation, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The necessary resolutions are presented in Annual General Meeting for your approval.

13. Auditors and Auditor's Report

The Statutory Auditor M/s A. Bafna & Company, Chartered Accountants, Jaipur, will retire at the ensuing Annual General Meeting and being eligible for re-appointment, offer themselves for re-appointment. Your Company has received a Certificate from the Auditors to the effect that, their reappointment, if made, will be in accordance with the limit specified in sub section (1B) of the section 224 of the Companies Act, 1956.

The observations made in the Independent Auditors' Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any further comments under section 217 of the Companies Act,1956.

14. Note of Appreciation

Your Directors wish to place on record their sincere appreciation for the continued support and co-operation of Financial Institutions, Banks, Government authorities and other stakeholders. Your Directors also acknowledge sincere appreciation of the commitment and hard work put in by the management and all employees of the company.

Your Directors also thank the Government of India and the concerned State Governments, Government Departments and various Agencies for their co-operation. The Directors appreciate and value the contributions made by every member of the PIL family. Propelled by your Company's strong vision and powered by internal vitality, your Directors look forward to the future with confidence.

Bedla Udaipur By Order of the Boardth

30 May 2013 Sd/- (J. P. Agarwal)Registered Office Chairman & Managing DirectorVillage: Survey No. 13, KempalingahalliNelamangala Taluk (Rural)Bangalore - 562123 (Karnataka)


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1 CONSERVATION OF ENERGY

A. Power and Fuel Consumption Current Year Previous Year31.03.2013 31.03.2012

1. Electricity (a) Purchased Units (Kwh) 7011305 6710720 Total Amount (Rs.) 41717447 37175937 Rate per unit (Rs.) 5.95 5.54

(b) Own Generation Through Diesel Generators Units (Kwh) 463765 446436 Units per litre of Diesel Generators 2.57 2.50 Cost per unit (Rs.) 17.90 15.372. Coal N/A N/A3. Furnace Oil N/A N/A4. Other Internal Generation N/A N/A

B. Consumption per unit of Production

Unit Slabs/Tiles Slabs/Tiles Production 328482 325766 Electricity/Sq. Mtr (Kwh) 22.76 21.97

2 TECHNOLOGY ABSORPTION

3 FOREIGN EXCHANGE EARNINGS & OUTGO

Current Year Previous Year2012-13 2011-12

F.O.B. Value of Export of Finished Goods 8107.52 5540.82

C.I.F. Value of Imports

(a) Raw Materials (Consumables) 979.26 862.24

(b) Capital Goods 13.69 0.00

Expenses in Foreign Currency 7.59 8.02

(Rs. in Lacs)

Polished Granites

Your Company is fully equipped to cater the needs of overseas buyers. Company's technical team has already absorbed the state-of-art tecnology in manufacture of polished granite slabs/Tiles and has already done a lot of successful work in adopting and improving the technology brought in by Company's collaborators and visiting technical experts. The main thrust areas have been to improve productivity and technical efficiencies through continously monitored programmes of cost effectiveness and value engineering techniques. This has helped the Company to better the quality of its products and achieve economy in production costs.

Your Company has taken various steps wherever possible to conserve energy. Various studies, discussions and analysis being undertaken regularly for further improvements. These include improvement in manufacturing processes, better control over electricity consumption and using more cost effective information as per prescribed in Form "A" is given here under:

PACIFIC INDUSTRIES LIMITEDANNEXURE 'A' TO DIRECTORS REPORT

Statement Containing Particulars Pursuant to the Companies (Disclosure of Particulars in theReport of Board of Directors) Rules, 1988 and Forming Part of Director's Report.


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Auditors' Certificate on Compliance of conditions of Corporate Governance

ToThe Members ofPacific Industries Limited,

We have examined the compliance of conditions of Corporate Governance by Pacific Industries Limited for the year ended 31st March, 2013, as stipulated in Clause 49 of the Listing Agreement(s) of the said Company with Stock Exchange(s) in India.

The Compliance of conditions of Corporate Governance is the responsibility of the Company's Management. Our examination was carried out in accordance with the guidance note on certification of corporate governance (as stipulated in clause 49 of the listing agreement), issued by the Institute of Chartered Accountants of India and was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For A. Bafna & Company Chartered Accountants FRN:- 003660C

Sd/- M. K. Gupta Place : Bedla, Udaipur (Partner)

thDate: 30 May 2013 Memb. No: 73515


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Corporate Governance Report for the year 2012-13(As required under Clause 49 of the Listing Agreement entered into with Stock Exchanges)

Corporate Governance Philosophy

“Corporate Governance” id the system by which companies are directed, controlled and managed. The corporate Governance structure specifies the distribution of roles and responsibilities of the different participants of the organization, such as the Board of Directors, managers, Shareholders and all other stakeholders. It also spells out the rules and procedures for decision making on corporate affairs. The company adheres to good corporate policies and is consistently striving to improve by adopting emerging best policies.

Pacific Industries Limited is committed to the best governance practices and their adherence in the true spirit at all times. The company has complied with the provisions of the Code of Corporate Governance as per Clause 49 of the Listing Agreements (as amended) with the Stock Exchanges. A report on the implementation of the Corporate Governance is furnished hereunder:-

A. BOARD OF DIRECTORS:

The Board of Pacific Industries Limited has appropriate mix of skill and experience. It works together as a team while encouraging diverse and healthy debate in the interest of the Company and its stakeholders. The Board provides leadership, Strategic Guidance, objective analysis and independent views to the Company's It makes sure that the Company has clear goals relating to shareholders value and its growth. The Board reviews its policy from time to time to assess its relevance and suggest appropriate intervention.

The Company has a judicious mix of Executive and Non-Executive Directors. At present, there are eight directors on the Board. The Chairman is an Executive Director and more than half of the Board (71.42%) consists of Independent Directors.

stCOMPOSITION OF THE BOARD OF DIRECTORS AS ON 31 MARCH, 2013

* Retire by rotation at the ensuing Annual General Meeting.

Notes:

1. Mr. J. P. Agarwal is the Chairman of the Board of Directors. He is also Managing Director of the Company.

2. Mr. S. M. Agarwal is the Chairman of the Audit Committee, Remuneration Committee and Shareholders' Investors Grievance Committee.

Category Directors No. of Directors

Percentage of total number of Directors

Promoter - Executive / Managing Director Mr. J. P. Agarwal 1 14.29%

Executive Director Mr. Kapil Agarwal 1 14.29%

Independent Directors

Mr. S. M. Agarwal Mr. Jayanti Hiralal Oza Mr. Sumit Agarwal * Mr. Amit Agarwal * Mr. Mangilal Dangi

5 71.42%

Total - 7 100.00%


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Role:

The Board of Directors at Pacific Industries primarily performs the following functions:

Reviewing strategic plan for the Company;

Overseeing the conduct of the Company's business to evaluate whether the business is being properly managed;

Identifying principal risks and establishing a risk management framework to manage these risks;

Succession planning, including appointing, training, fixing the compensation of senior management and officers one-level below the Board;

Developing and implementing an investor relation programme or shareholders communication policy for the Company; and

Reviewing the adequacy and the integrity of the Company's Internal Control System and Management Information System including system for compliance with applicable laws, regulations, rules, directives and guidelines.

Six Board Meeting were held during the year 2012-13 i.e. on 14th May, 2012, 13th August, 2012, 28th August, 2012, 12th November, 2012, 14th February, 2013 and 15th February, 2013. The frequency and quorum etc at these meetings are in conformity with the provisions of the Companies Act, 1956.

Composition of Board of Directors as on 31.03.2013 and attendance at the board meeting during the year 2012-13 are hereunder:-

ED – Executive Director; NEID – Non-executive Independent Director

* Holding directorship and committee positions at Shruti Synthetics Limited.

* Mr. D. K. Maliwal (Executive Director) retired on 12.11.2012 has attended 4 board meetings held on 14.05.2012, 13.08.2012, 28.08.2012 and 12.11.2012.

Sl. No.

Name of Director Category of Director

No. Of Board

Meetings attended

Attendance at Last AGM

No. of Directorship in other public companies

No. of Committee position held in other

public companies

Chairman Member Chairman Member

1. Mr. J . P. Agarwal ED 6 N - - - -

2. Mr. Kapil Agarwal ED 6 N - - - -

3. Mr. S. M. Agarwal NEID 6 Y - - - -

4. Mr. Jayanti Oza NEID 4 N - - - -

5. Mr. Sumit Agarwal NEID 4 N - - - -

6. Mr. Amit Agarwal NEID 4 Y - - - -

7. Mr. Mangi Lal Dangi* NEID 6 Y - 1 3 -


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Details of Board Meetings held during the Financial Year 2012-2013:

Scheduling and selection of Agenda items for Board Meetings:

During the Financial Year 2012–2013, 06 (Six) Board Meetings were held. The notice of the meeting specifying the day, date, time and full address of the venue of the meeting was given to all the Directors at the address provided by them or at their usual addresses in India, maintaining the statutory norms regarding notice period. The agenda along with the notes, draft resolution of the items to be approved were sent well in advance to all the Directors, so that they come prepared to offer advice and guidance during the meeting. The agenda of each Board Meeting was finalised after consultation with the Managing Director as well as the Senior Management Team Members.

The Board has easy and direct access to any information within the Company and to any employee of the Company. At the meetings of the Board, the managers who can provide useful insight into the items being discussed are invited as and when considered necessary.

The following information is regularly supplied to the Board along with the specific item agenda:

a) Annual operating plans and budgets, capital budgets and any updates thereon;

b) Quarterly/half yearly/Annual results of the company (after review by Audit Committee);

c) Minutes of meetings of Audit Committee, Remuneration Committee, Investors' Grievance Committee, as well as abstracts of circular resolution passed, if there any;

d) Information on recruitment and remuneration of senior officers just below the board level;

e) Materially important litigation, show cause, demand, prosecution, and penalty notices, if there any;

f) Company's management development processes and succession of senior management;

g) Fatal or serious accidents, dangerous occurrences, any material effluents or pollution problems;

h) Any material default in financial obligations to and by the company or substantial non-payment for goods sold by the company;

i) Any issue, which involves possible public or product liability claims of a substantial nature;

j) Non-compliance of any regulatory, statutory or listing requirements and shareholders' services such as delays in share transfer / dematerialization etc.;

k) Related Party Transactions.

Sl. No Date of Meeting Board Strength No. of Directors present 1 14.05.2012 8 7 2 13.08.2012 8 6 3 28.08.2012 8 7 4 12.11.2012 8 8 5 14.02.2013 7 6 6 15.02.2013 7 6


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B. AUDIT COMMITTEE

The Company has complied with the requirements of Clause 49II(A) of the Listing Agreement with regard to composition of the Audit Committee. The composition of the Audit Committee and the details of the meetings of the Committee attended by the Directors are as follows:

The Audit Committee comprises of 3 independent directors, all of whom have relevant finance and audit exposure. During the year under review, 5 (five) Audit Committee meeting were held on 14.05.2012, 13.08.2012, 28.08.2012, 12.11.2012 and 14.02.2013.

The terms of reference of Pacific Industries Limited's Audit committee are:

1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, reappointment and, if required, the replacement or removal of the statutory auditor and fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by them.

4. Reviewing with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

i) Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (2AA) of section 217 of the Companies Act, 1956

ii) Changes, if any, in accounting policies and practices and reasons for the same.

iii) Major accounting entries involving estimates based on the exercise of judgment by the management.

iv) Significant adjustments made in the financial statements arising out of audit findings.

v) Compliance with Listing and other legal requirements relating to financial statements.

vi) Disclosure of any related party transactions.

vii) Qualification in the draft audit report.

5. Reviewing, with the management the quarterly financial statements before submission to the Board for approval.

6. Reviewing, with the management, performance of statutory and internal auditors, adequacy of internal control systems.

7. Reviewing the adequacy of internal audit function, if any, including the structure of the Internal Audit Department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

Name of the Director Number of Meeting Held Number of Meeting Attended Mr. S. M. Agarwal 5 5 Mr. Jayanti Oza 5 3 Mr. Sumit Agarwal 5 4


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8. Reviewing the findings of Internal Control System in to matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

9. Discussions with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern.

10. To look in to the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

11. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee has the following powers:

I. To investigate any activity within its terms of reference.

II. To seek information from any employee.

III. To obtain outside legal or other professional advice.

IV. To secure attendance of outsiders with relevant expertise, if it considers necessary.

The Audit Committee has the powers prescribed under Clause 49II( C ) of the Listing Agreement and the scope of activities of the Audit Committee includes the areas prescribed by Clause 49II(D) of the Listing Agreement. The Audit Committee also, mandatorily reviews the information prescribed under Clause 49II(E) of the Listing Agreement.

C. REMUNERATION COMMITTEE

The broad terms of reference of the Committee are to recommend to the Board about the salary (including annual increments), perquisites and commission/performance linked remuneration to be paid to the managing/whole-time director(s) of the Company and to finalise the perquisites package within the overall ceiling fixed by the Board. Following are the terms of reference of the Remuneration Committee of the Company:

1. Approving of the annual increment in the remuneration payable to the Managing Director / Whole time Director / Executive Director within the salary scale as sanctioned by the shareholders

2. Varying, altering or widening the terms of remuneration of the Managing Director / Whole time Director / Executive Director within the limits sanctioned by the shareholders

3. Determining commission/performance linked remuneration payable to the Managing Director / Whole time Director / Executive Director and the Non-Executive Directors within the limits specified by shareholders

4. Sanctioning retirement benefits within the limits approved by the shareholders

The recommendations of the Remuneration Committee are considered and approved by the Board subject to shareholders' approval.


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Criteria for making payment to Directors of the Company:

The criteria for making payments to the Managing / Executive Directors are:

The remuneration committee of the company recommends the salary payable to Executive Directors.

The shareholders of the company approve the payment of Managerial Remuneration payable to the Managing / Executives / Whole time Directors.

The financial position of the Company, appointee's qualification, experience, past performance.

The remuneration paid to the Managing / Executives / Whole time Directors are determined keeping in view the industry benchmarks.

The Company has not granted any Stock Option to Executive/Non-Executive Directors during the year.

The Remuneration Committee comprises of three independent directors. The composition of the st

Committee as on 31 March 2013 is as follows:

During the year 2012-2013, one meeting of the Committee was held on 12-11-2012.

Details of remuneration paid to the Directors during 2012-13 are as follows:

I. Non-Whole time Directors

No Sitting fees was paid to the non-executive directors during the Financial Year 2012-2013.

II. Managing Director, Executive & Whole Time director:

stShareholding of the Directors in the Company as on 31 March 2013:

Name of the Director Number of Meeting Held Number of Meeting Attended

Mr. S. M. Agarwal 1 1 Mr. Jayanti Oza 1 1 Mr. Sumit Agarwal 1 1


Name & Designation of Director

Consolidated Salary

(Rs. Lakhs)

Perquisites and Other Benefits

(Rs. Lakhs)

Company’s Contribution towards Provident Fund, Gratuity &

Superannuation Fund (Rs. Lakhs)

Total

(Rs. Lakhs)

Mr. J.P. Agarwal ,C.M.D. 24.00 -- 2.88 26.88 Mr. Kapil Agarwal ,E.D. 24.00 -- 2.88 26.88 Period of contract of Managing Director 3 years w.ef. 30.09.20 11 Period of contract of Executive Director 3 years w.ef. 23.07.20 11

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Sl. No.

Name No. of Ordinary Shares of Rs.10/- each Held singly and/or jointly

1. Mr. J. P. Agarwal 42336 2. Mr. Kapil Agarwal 134635 4. Mr. S. M. Agarwal 2750

D. SHAREHOLDERS'/INVESTORS GRIEVANCE COMMITTEE

The terms of reference of Shareholders' Investors and Grievance Committee are to specifically look into the redressal of Investors' complaints like transfer of shares and non-receipt of balance sheet etc. The Registrar and Share Transfer Agents address the shareholders / investors grievance on a day to day basis and the same is monitored by the Compliance Officer. Further, on a quarterly basis the Board reviews the Complaints received and redressed by the Company and in compliance of Clause 41 of the Listing Agreement the Company makes due disclosure as to the number of investor complaints pending at the beginning of the quarter, those received and disposed of during the quarter and those remaining unresolved at the end of the quarter.

stThe composition of the Shareholders' Grievance Committee as on 31 March, 2013 is given below:

During the year 2012-13, the Shareholders / Investors Grievance Committee of PIL met twelve times on 20.04.2012, 24.05.2012, 29.06.2012, 06.07.2012, 29.08.2012, 21.09.2012, 31.10.2012, 23.11.2012, 30.12.2012, 29.01.2013, 22.02.2013 and 28.03.2013.

Name, designation & address of Compliance Officer: Mr. Kapil Agarwal Telephone No. +91-294-2440933 Fax No. +91-294-2440780 Email [email protected]/Investor Complaints

E. DETAILS REGARDING VENUE, DATE AND TIME OF THE LAST THREE AGM

Name of the Committee Member

Category of Director No. of Meetings held No. of Meetings Attended

Mr. S. M. Agarwal NEID (Chairman) 12 9 Mr. Jayanti Oza NEID 12 6 Mr. Sumit Agarwal NEID 12 9


Complaints pending as on 1st April, 2012 Nil

Complaints Received during 1st April 2012 to 31st March 2013 29 Complaints disposed off during the year ended 31st March 2013 29 Complaints Pending as on 31st

March, 2013 NIL

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Financial Year

Details of Location Date and Time when held

Summary and type of Resolutions passed

2009-10 Village Bedla, Udaipur -313004,

Rajasthan (India)

30.09.2010

at 10.00 a.m. Ordinary Resolutions – 4

Special Resolution- 1

2010-11 30.09.2011

at 10.00 a.m. Ordinary Resolutions – 4 Special Resolution- 3

2011-12

Villege : Survey no. 13, Kempalingahalli, Nelamangala taluk

(Rural), Bangalore – 562123 (Karnataka)

29.09.2012 At 10 a.m.

Ordinary Resolutions – 4 Special Resolution- 1

stFor the year ended 31 March, 2013, the shareholders of the company did not pass any ordinary or special resolution by postal ballot.

F. DISCLOSURES –

I) The Company had no transaction of material nature with its promoters, directors or the management, their subsidiaries or relatives, etc. that may have had potential conflict of interest with the Company at large. The Register of Contracts is placed at the meetings of the Board of Directors as per the requirements of the Companies Act, 1956.

ii) There are no instances of non-compliance by the Company, penalties, strictures imposed by the Stock Exchanges, SEBI or any statutory authority on any matter related to capital markets, during the last three years.

iii) The Company has established appropriate risk assessment and minimization procedure. This is reviewed regularly by the Board of Directors.

iv) The Company has complied with the applicable Accounting Standards.

v) Management Discussion and Analysis Report forms a part of the Director's Report.

vi) The relevant disclosures on the remuneration of directors have been included under “Remuneration Policy” in this report.

vii) The Company has not raised any proceeds from public issue, rights issue, preferential issue, etc. during the year.

G. CEO/CFO CERTIFICATION

The Managing Director appointed in terms of Companies Act, 1956, certify to the Board that :

a. We have reviewed Financial Statements and the Cash Flow Statement for the year ended on 31st March, 2013 and, to the best of their knowledge and belief:

(i) These statements do not contain any materially untrue statement, have not omitted any material fact and do not contain statements that might be misleading; and

(ii) These statements present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.

b. There are, to the best of their knowledge and belief, no transactions entered into by the Company during the year are fraudulent, illegal or violate Company's Code of Conduct.

c. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and have disclosed to the auditors and the Audit Committee, the deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps that we have taken or propose to take to rectify the identified deficiencies and

d. We have indicated to the auditors and the Audit Committee: -

(i) significant changes in Internal Control over financial reporting during the year,


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(ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company's internal control system over financial reporting.

Sd/-thDate: 30 May, 2013 (J. P. Agarwal)

Place: Bedla Udaipur Chairman & Managing Director

Code of Conduct for Directors and Senior Management Personnel:

The Board of Directors of the company has adopted the Code of Conduct for Directors and Senior Management Personnel. The Code is applicable to both Executive and Non-Executive Directors as well as Senior Management. A declaration signed by chairman is given below :

I hereby confirm that:

The Company has obtained from all the members of the Board and Senior Management personnel, affirmation that they have complied with the Code of Conduct for Directors and Senior Management Personnel in respect of the financial year 2012-13.

H. MEANS OF COMMUNICATION

General Shareholder Information: AGM Details


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Quarterly Results Published in the newspaper as stipulated and displayed in the Company website

Newspapers in which quarterly results were published

Financial Express & Patrika

Any website, where displayed www.pacificindustriesltd.com, www.bseindia.com.

Whether the official News Releases are displayed by the company

Official news releases are displayed on the Company’s website. It is also published in one/ two newspapers that enjoy a wide circulation in the State where the registered office of the Company is situated – one is in English and other one in vernacular language of the State.

Date 30th September, 2013

Venue Village : Survey No. 13, Kempalingahalli, Nelamangala Taluk (Rural) Bangalore - 562123 (Karnataka).

Time 10.00 AM Book Closure Date Monday, 23rd September, 2013 to Monday, 30th September,

2013, both days inclusive. Dividend Payment Date Company has not declared any dividend for the F.Y. 2012-13

As required under Clause 49 IV(G)(i), particulars of Directors seeking appointment /reappointment are th

given in the Explanatory Statement to the Notice of the Annual General Meeting to be held on 30 September, 2013.

Financial Calendar

Listing on Stock Exchanges (with Stock Code)

The Listing Fees for the year 2012-2013 have been paid to all the Stock Exchanges. The Company will start the process of delisting of it's equity shares from the Stock Exchanges other than BSE, shortly.

Market Information:Monthly High and Low quoted on shares traded on Bombay Stock Exchange are:


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Financial Year 2013-2014

1 Year ending 31 March 2014

2 AGM September 2014

3 First Quarter Results July/August 2013 4 Second Quarter & Half Yearly Results October/November 2013 5 Third Quarter Results January/February 2014 6 Annual Results April/May 2014

Stock Exchange Stock code

Bombay Stock Exchange Limited

Phiroze Jeejeebhoy Towers

Dalal Street, Mumbai – 400 001. Share – 523483

The Calcutta Stock Exchange Asscn. Ltd. 7 Lyons Range, Kolkata – 700 001.

Share – 26020

Jaipur Stock Exchange Ltd. Delhi Stock Exchange Association Ltd U. P. Stock Exchange Association Ltd.

Month High Low Close

April,2012 149.25 127.50 133.60

May,2012 132.30 115.00 120.65

June,2012 146.90 118.10 126.15

July,2012 136.50 113.20 122.00

August,2012

172.00

112.60 143.20

September,2012

155.00

132.00 150.35

October,2012

153.95

133.15 146.50

November,2012

200.20

146.00 179.05

December,2012

194.25

160.00 160.05

January,2013

187.00

145.15 153.00

February,2013

159.85

127.00 127.25

March,2013

140.00

105.10 120.00

Name and address of Registrar & Share Transfer Agent Link Intime India Private LimitedC-13, Pannalal Silk Mills Compound,L. B. S. Marg, Bhandup (W), Mumbai-400078.Tel.:022-25963838Fax: 022-25946969E-mail: [email protected] Shareholders holding share in the electronic form should address their correspondence, except those relating to dividend, to their respective Depository Participants.

Share Transfer System

a) Physical Form - Shares in the physical form for transfer, should be lodged with the office of the Company's Registrar & Share Transfer Agent, M/s Link Intime India Private Limited or at the registered office of the Company. The transfers are processed if technically found to be in order and complete in all respects.

Transfers are normally processed within 15 days from the date of receipt, provided the documents are complete in all respects. The Certain Directors of the Company as well as officers of the R & T Agent are empowered to approve transfers.

SEBI vide its circular no. MRD/DoP/Cir-05/2009 dated May 20, 2009 make it mandatory for the transferee(s) to furnish copy of PAN card to the Company/RTAs for registration of transfer of shares, for securities market transactions and off-market /private transactions involving transfer of shares in physical form.

b) Demat Form – The Company had made arrangements to dematerialize its shares through National Securities Depository Ltd. and Central Depository Services (India) Ltd. and Company's ISIN No. is INE883C01025.

As on 31st March, 2013, a total of 10,19,853 shares of the Company, which forms 75.46% of the total shares, stands dematerialized. The processing activities with respect to the requests received for dematerialisation are completed within 15 days from the date of receipt of request.

stDistribution of Shareholding as on 31 March, 2013


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No. of ordinary shares held No. of

shareholders % No. of shares %

1 – 500 501 – 1000

1001- 10000 10001 and above

18517 51 58 15

99.34 0.27 0.31 0.08

425933 36174

217521 671872

31.52 2.68

16.09 49.71

Total 18641 100.00 1351500 100.00

stCategories of Shareholding as on 31 March, 2013

Dematerialization of Shares and Liquidity

The process of conversion of shares from physical form to electronic form is known as dematerialization. For dematerializing of shares the shareholders should open a demat account with the Depository Participant (DP). He is required to fill in a Demat Request Form and submit the same along with the share certificates to his DP. The DP will allocate a demat request no. and shall forward the request physically and electronically through NSDL/CDSL to R & T Agents.

On receipt of the demat request both physically and electronically and after verification, the shares are dematerialized and an electronic credit of the shares is given in the account of the shareholder.

Address for correspondence

Village : Survey No. 13, Kempalingahalli, Nelamangala Taluk (Rural) Bangalore - 562123 (Karnataka).E-mail: [email protected] URL : www.pacificinduseriesltd.com


- 23 -

No. of ordinary shares held

No. of shares %

Promoters

UTI, Banks and Mutual Funds Financial Institutions Corporate Bodies

FII/NRIs / OCBs

Resident Individuals

5536406450

10 93663

12268

685469

40.960.480.006.930.91

50.72

Total 1351500 100.00

MANAGEMENT DISCUSSION AND ANALYSIS

I. INDUSTRY

Overview of Indian Economy and Company Outlook

India continues to witness a very challenging economic environment. India's GDP growth not only remained weak, but also continued to decline throughout the year 2012-13; the GDP growth rate for the year 2012-13 was being 5% which is the lowest growth in a decade. Looking to the slowdown in the growth of the construction and infrastructure sector, your company may also be affected in coming years. But at the same time, overall production of the Company will also be affected in coming years due to panic created in between mines owners because of the environmental issue which is great concern today. The company has to foresee the situation in its favor in near future.

With increasing global integration, the Indian economy was impacted by global uncertainties, while at the same time faced significant domestic challenges of persistent and high inflation, tight monetary conditions, low investment and delays in policy making.

Opportunities:

Your Company is engaged in the manufacturing of High Quality Polished Granite Slabs and Tiles. Your Company makes sustainable efforts to provide beautiful and durable varieties of Granite to the whole world and in the process nurtures long-term relations with customers. All this taken together heralds a bright future for your Company

Your company has also invested in plant and machinery and mining equipments to increase its production capacity for extraction of natural stone blocks and planned for making investment to increase the production capacity of finished granite slabs and tiles to grab the opportunity in the emerging global markets.

THREATS:

Indian Granite industries are being forced to invest not only in (increasingly expensive) modern equipment, but also in extraction for access to the raw materials and moreover, also in expensive commercial investments such as opening their own warehouses etc. This strategy has its own risks. It places huge demands on management skills in an industry where, presently, all decisions were made by the owners at the top of the hierarchy. In other words, the granite industry is evolving into a highly capital intensive and complicated industry.

The market share of China in the international trade in granite has been steadily increasing in recent years. If that ever happens the threat to the survival of the elaboration of this industry in other countries will be real.

This is the age of technology. Resist it and you are dead. Invest in it and there is still no guarantee of success. Your Company has developed a strong and persistent work culture to operate successfully in diverse business environments by adapting to new technologies and complexities in different spheres of work. Adjustability and adaptability thus have become a part of day-to-day work. Cost effectiveness is directly and ultimately linked up with our Economies of Scale and total Integration. This is what keeps your Company moving forward with agility and dynamism.


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OUTLOOK:

India is the world's third largest producer of natural stones and fifth in export of finished products. Even today the Indian share of world market is less than 10%. There is, however, a bright future for increasing the Indian share in the world market with its vast area of granite deposits spreading over more than 15 states and with wide variety of colours and skilled work force. The growth of the granite sector, which provides a lot of employment, particularly for the rural masses, is important for the socio-economic development of the country.

Moreover with the production of Pacific Red Granite, your Company has command dominance in the global market

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY:

Your Company has in place proper and adequate system of internal controls to provide reasonable assurance that all assets are safeguarded, transactions are authorised, recorded and reported correctly and to ensure compliance with policies, statutes, rules and regulations. The internal control system provides for documented procedures covering all financial and operating functions.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

Despite the challenges of the environment and the strategic drive to integrate and transform, the organization financial performance was become strong. Company achieved a turnover of Rs. 8825.11 lakh during the year under review as against Rs. 5810.79 lakh in the immediate preceding year. The Net Profit after Tax of the Company is Rs.864.64 lakh as against Rs.449.82 Lakh in the previous year.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED:

Your Company value human resource as one of its most important assets, they being vital to the Company's performance and growth. The human resource systems promote co-operation and innovation within the employees and flexibility to adapt with the changing business needs. With enlightened workers industrial relations in your Company continue to be healthy and cordial.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations may be “forward-looking statements” within the meaning of applicable securities laws and regulations. The Company can not guarantee that these assumptions and expectations are accurate or will be realized. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include economic conditions affecting demand /supply and price conditions in the domestic and overseas markets in which the Company operates changes in the Government regulations, tax laws and other statutes applicable to the Company and incidental factors.

For Pacific Industries Limited

Sd/-PLACE : Bedla, Udaipur (J. P. Agarwal)

thDATED: 30 May, 2013 Chairman & Managing Director


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Independent Auditor's Report

To the Members of Pacific Industries Limited.

Report on the Financial StatementsWe have audited the accompanying financial statements of Pacific Industries Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial StatementsManagement is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3c) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis for Qualified Opinion

a) Refer Note No. 10 in Notes on Financial Statements regarding accounting for taxes.b) Refer Note No. 37 in Notes On Financial Statements regarding confirmation and reconciliation

of various Debit and Credit balances appearing under various heads & non provision of exchange fluctuation w.r.t. certain old balances. Final reconciliation / confirmation of the same may affect our disclosure.


- 26 -

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view subject to above -

(I) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(II) In the case of the Statement of Profit and Loss, of the profit/ loss for the year ended on that date; and

(III) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal & Regulatory Requirement

1. As required by the Companies (Auditor's Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3c) of section 211 of the Companies Act, 1956 except Accounting Standard 11 : The effects of changes in foreign exchange rates with respect to old balances.

e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Place: Udaipur For A.Bafna & CompanythDate: 30 May, 2013 Chartered Accountants

FRN: 003660C

Sd/- (M.K. Gupta) Partner M.No. 73515


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Annexure referred to in paragraph 1 of our report of even date,

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management during the year and there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets, no material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off any substantial / major part of the fixed assets.

(ii) (a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is adequate looking the size and affairs of the Company.

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) In our opinion and according to the information and explanation given to us and on the basis of our examination of the records of inventory, the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records have been appropriately dealt with in the books of accounts.

(iii) (a) The company has not granted unsecured loan to parties covered in the register maintained under section 301 of the companies act, 1956. Hence the sub-clause (b),(c),(d) of clause (iii) of the order is inapplicable.

(e) The company has taken interest free unsecured loans from 2 parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum balance outstanding at a point of time during the year was Rs.5,19,82,033/- and the year end balance of loan taken from such parties was Rs. 2,30,50,321/- .

(f) In our opinion, terms & conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 are not prima facie prejudicial to the interest of the company.

(g) According to the information & explanation the unsecured loans taken are repayable on demand and there is no repayment schedule and the company is regular in making payment of principal amount and interest due on loans taken by it wherever stipulation for its repayment has been made.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchases of inventory and fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls,


- 28 -

(v) (a) According to the information and explanation given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanation given to us, such transactions in respect of any party listed in the register maintained under Section 301 of the companies Act, 1956 have been made at prices which are prima facie reasonable having regard to the prevailing market price at the relevant time

(vi) According to the information and explanation given to us, the company has not accepted any deposits from the public. Therefore the provision of clause (vi) of paragraph 4 of the order are not applicable to the company.

(vii) In our opinion, the company does not have an internal audit system commensurate with the size and nature of its business.

(viii) We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records with a view of determining whether they are accurate and complete.

(ix) (a) To the best of our knowledge and information obtained and verifications made, we report that the company is regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, and other material statutory dues applicable to it, except few delays. There are no undisputed amount payable in respect of

stsuch dues which have remained outstanding as at 31 march 2013 for a period exceeding six months from the date they became payable.

(b) According to the information and explanation given to us, there are no pending dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty , Cess which are not deposited on account of any dispute except the demands raised by the following Departments :-


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(x) The company is not having accumulated losses at the end of the year and company has not incurred cash losses during current year and in immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or bank during the current financial year.

(xii) In our opinion and according to the information and explanation given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence, the question of maintenance of records or reporting on deficiencies does not arise.

(xiii) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, during the year under audit, the company did not engage in dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xv) According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from Banks or Financial institutions.

(xvi) To the best of knowledge and belief and according to the information & explanation given to us, the company has not availed the term loan during the year under review therefore the said clause is not applicable.


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S. No.

Particulars Period Amount of Demand(In Rs )

Amount Deposited

(In Rs )

1 Service Tax Demand, Bangalore

Feb 2009 to Dec 2012

453431 347555

2

Entry Tax Demand paid under protest, Bangalore

2010-11

840669 420335

3

Entry Tax Demand paid under protest, Bangalore

2011-12

679839 339920

4

Sales Tax Demand paid under protest, Bangalore

2010-11

2615214 1307606

5 Sales Tax Demand paid under protest, Bangalore

2011-12

1773845 886923

6 Excise Demand, Udaipur

Norms 2007-

08,2010-2011,2011-12

11196664 5595984

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956, during the year and hence the question of whether the price at which shares have been issued is prejudicial to the interest of the company does not arises.

(xix) According to the information and explanations given to us, the company has not issued any debentures.

(xx) According to the information and explanation given to us the company has not raised any money from Public Issue during the year hence the question of disclosure and verification of end use of such money does not arise.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

Place: Udaipur For A.Bafna & CompanythDate: 30 May, 2013 Chartered Accountants

FRN: 003660C

Sd/- (M.K. Gupta) Partner M.No. 73515


- 31 -


PARTICULARS NOTES 31.03.2013 31.03.2012

EQUITY AND LIABILITIESSHAREHOLDERS' FUNDSShare Capital 1 1,35,15,000 1,35,15,000Reserves & Surplus 2 48,73,28,190 40,08,64,306

50,08,43,190 41,43,79,306

NON CURRENT LIABILITIESLong-Term Borrowings 3 8,78,74,470 13,77,56,434Long Term Provision 4 1,29,84,764 1,14,42,573

10,08,59,234

14,91,99,007CURRENT LIABILITIESTrade Payable 5 20,96,14,530

14,94,46,741Other Current Liabilities 6 14,38,83,557

13,26,44,850Short Term Provision 7 2,67,40,788

1,51,51,526

38,02,38,875

29,72,43,117

TOTAL 98,19,41,299

86,08,21,430

ASSETSNON CURRENT ASSETSFixed Assets 8

Tangible Assets 17,84,00,991

16,66,05,969Intangible Assets 34,165

-Capital WIP 16,04,056

-Non-Current Investments 9 4,50,300

4,50,300Deferred Tax Assets (Net) 10 -

-Long-Term loans and advances 11 53,13,220

75,88,536Other Non Current assets 12 79,96,880

-

19,37,99,612 17,46,44,805CURRENT ASSETSInventories 13 31,84,28,613

30,31,72,992

Trade Receivable 14 20,08,78,566

17,25,97,751Cash and Bank Balances 15 7,45,26,515

1,78,68,451Short-term loans & advances 16 19,35,70,760

19,18,94,919Other current assets 17 7,37,233

6,42,512

78,81,41,687

68,61,76,625

TOTAL 98,19,41,299

86,08,21,430

Contingent Liabilities & Commitments [38]

Significant Accounting Policies and

[1-39]

AS PER OUR AUDIT REPORT OF EVEN DATEFor A. Bafna & Co.Chartered AccountantsFirm Reg. No. 003660C

(M.K. Gupta) Kapil AgarwalPartner Executive DirectorM.No. 73515Place: Udaipur

thDate: 30 May, 2013

BALANCE SHEET AS ON 31.03.2013PACIFIC INDUSTRIES LIMITED

J.P. AgarwalChairman & Managing Director

Notes on Financial Statements

For and on behalf of the Board Pacific Industries Ltd.

Sd/- Sd/-Sd/-

- 32 -


PARTICULARS NOTES 31.03.2013 31.03.2012

Income

Revenue from operations (Gross) 18 88,50,55,764

58,40,02,484

LESS: Excise Duty 25,44,331 29,23,458Revenue from operations (Net) 88,25,11,433

58,10,79,026

Other Income 19 2,91,23,742

3,27,20,526

TOTAL REVENUE (i) 91,16,35,175

61,37,99,552

ExpensesCost of materials consumed 20 25,76,29,804

18,25,20,722

Purchase of Stock in trade 21 9,15,78,760

2,92,07,064

(Increase)/Decrease in inventories 22 2,35,83,560

1,74,79,932

Manufacturing expenses 23 21,37,09,075

18,21,83,850

Employee Benefit expenses 24 5,61,80,889

4,79,11,869

Finance Cost 25 41,72,908

25,27,697

Other expenses 26 12,68,76,227

6,87,29,422

TOTAL EXPENSES (ii) 77,37,31,223

53,05,60,556

Earnings before Tax and Depreciation 13,79,03,952

8,32,38,996

Depreciation/Amortisation expenses 8 2,80,61,133 2,68,03,284 Pre operative expenses written off 8,88,542 - Earning Before Tax 10,89,54,277

5,64,35,711

Tax expenses of continuing operationsCurrent Tax 2,20,47,576

1,14,53,487

Payment of earlier year tax demand 4,42,818

-

Profit / (loss) for the period from continuing operations 8,64,63,883

4,49,82,224

Profit / (loss) for the period (Profit After Tax ) 8,64,63,883

4,49,82,224

Basic & Diluted Earning Per Share [32] 63.98

33.28

Significant Accounting Policies and

[1-39]

AS PER OUR AUDIT REPORT OF EVEN DATEFor A. Bafna & Co.Chartered AccountantsFirm Reg. No. 003660C

(M.K. Gupta) Kapil AgarwalPartner Executive Director

M.No. 73515Place: Udaipur

thDate: 30 May, 2013

STATEMENT OF PROFIT & LOSS FOR THE PERIOD ENDED ON 31.03.2013PACIFIC INDUSTRIES LIMITED

J.P. AgarwalChairman & Managing Director

Notes on Financial Statements

For and on behalf of the Board Pacific Industries Ltd.

Sd/- Sd/-Sd/-

- 33 -

31.03.2013 31.03.2012

NOTE 1 - SHARE CAPITALAUTHORISED SHARE CAPITAL 25000000 Equity Shares @ Rs. 10 each 25,00,00,000

25,00,00,000

ISSUED ,SUBSCRIBED & PAID UP CAPITAL 1351500 Equity Shares of Rs. 10 each 1,35,15,000

1,35,15,000

1,35,15,000

1,35,15,000

Equity Shares 31.03.2013 31.03.2012

13,51,500

13,51,500

- - Outstanding at the end of the period 13,51,500 13,51,500

S.No. Name Of Shareholder

No. of Shares % of Shareholding No. of Shares % of Shareholding

1 GEETA DEVI AGARWAL 1,89,421 14.02% 1,89,421 14.02%2 KAPIL AGARWAL 1,34,635 9.96% 1,34,635 9.96%3 LALITA DEVI MODI 73,884 5.47% 73,884 5.47%

NOTE 2 - RESERVE AND SURPLUS 31.03.2013 31.03.2012

SURPLUSBalance as per last financial statements 40,08,64,306 35,58,82,081Profit for the year 8,64,63,883 4,49,82,224Net Surplus in the statement of Profit & Loss 48,73,28,190 40,08,64,306

Total Reserve and Surplus 48,73,28,190 40,08,64,306

PACIFIC INDUSTRIES LIMITEDNOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31.03.2013

A. Reconciliation of the Shares Outstanding at the Beginning and at the end of the reporting period.

Figures are rounded off to the nearest rupees.

31.03.2013 31.03.2012

At the beginning of the PeriodAdd:- Issued during the Period

B. The Company has only one Class of Equity Shares having a par value of 10 per shares. Each holder of equity

shares is entitled to one vote per share.

C. SHARES HELD BY EACH SHAREHOLDERS HOLDING MORE THAN 5% SHARES AS ON 31.03.2013


- 34 -

31.03.2013 31.03.2012

NOTE 3 - LONG TERM BORROWINGS

A) TERM LOANS

Secured Vehicle Loan from BanksICICI Bank 25,44,682

58,12,130

HDFC Bank 95,51,880

34,684

Net Amount 1,20,96,562

58,46,814

Amount Disclosed under the head "Other Current Liabilities 1,01,54,345

53,14,030

Note 3.1(a) Loans from ICICI bank for Vehicles carries interest @ 9.99% To 10.07%. The loans are repayable in 36 Monthly installments.(b) Loans from HDFC Bank for Vehicles carries interest @ 8.00% To 09.14%. The loans are repayable in 36 monthly installments. --- All the above Loans are secured by way of Hypothecation of respective assets.

B) LOAN AND ADVANCES FROM SHARE HOLDERS, DIRECTORS, ASSOCIATES AND OTHER CORPORATE BORROWINGSLOANS-UNSECUREDFrom Related Parties 2,30,50,321

5,19,82,033

From Companies 5,05,00,000

7,77,00,000

Securities Deposits from Customers 22,27,587

22,27,587

TOTAL LONG TERM BORROWINGS 8,78,74,470

13,77,56,434

NOTE 4 - Long Term Provisions

Provision for employee benefits

Provision for Gratuity 1,29,84,764 1,14,42,573

1,29,84,764 1,14,42,573



- 35 -


- 36 -

NOTE 6 - OTHER CURRENT LIABILITIESCurrent maturities of long term borrowings & Hire Purchase Loans 1,01,54,345

53,14,030

Interest accrued but not due on borrowings 99,849

64,099

Payable for Capital Assets 2,02,66,030

2,02,66,030

Other liabilities 30,57,978 92,91,369 Security Deposits 87,696 66,656 Statutory Dues 12,28,799 25,34,241 Advances from Customers 9,99,03,134

8,81,90,385

Outstanding Liabilities 90,85,725

64,91,583

Credit Balance of Bank -

4,26,457

14,38,83,557

13,26,44,850

NOTE 7 - SHORT TERM PROVISIONSProvision for employee benefits

Provision for Bonus & Ex-gratia 24,12,378

22,08,409

Provision for Leave Encashment 22,80,834 14,89,630Provision for Income Tax 2,20,47,576 1,14,53,487

2,67,40,788 1,51,51,526

Note 5.1 The Government of India has promulgated “The Micro, Small & Medium Enterprises Development Act” 2006 which

came into force w.e.f. October 2, 2006. The Company is required to identify the Micro & Small Enterprises & pay them interest

on overdue beyond the specified period irrespective of the terms agreed with the enterprises. The Company has initiated the

process of identification of such suppliers. In view of no. of suppliers & no receipt of critical inputs & response from several

such potential parties, the liability of interest cannot be reliable estimated nor can required disclosure be made. Accounting in

this regard will be carried out after process is complete and reliable estimate can be made in this regard. Since the Company is

regular in making payments to all suppliers, the management does not anticipate any significant interest liability.

NOTE 5 - TRADE PAYABLES Sundry Creditors For Material 10,08,95,595 7,99,08,611 For Expenses 3,11,68,028 3,07,66,208 For Others 7,75,50,907 3,87,71,922

TOTAL TRADE PAYABLES 20,96,14,530 14,94,46,741


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- 37 -

31.03.2013 31.03.2012

NOTE 9- NON CURRENT INVESTMENTSNon trade

Investment in Corporate Bodies. Unquoted, fully paid up100 Equity Shares of Narmada Chematur Petro Ltd. 2,000

2,000

of Rs. 10/- each Fully Paid-up

6100 Equity shares of Sattelite Engg. Ltd. 1,22,000

1,22,000


500 Equity Shares of Jaicrop Limited 55,000

55,000


12200 Equity Shares of Uni Royal Textile India Limited 1,22,000

1,22,000


400 Equity Shares of Federal Bank Ltd. 36,000 36,000 of Rs. 10/- each Fully Paid-up

100 Equity Shares of Liberty Shoes Ltd. 9,900

9,900


2400 Equity Shares of Bharat Immunosil Limited 24,000

24,000


120 Equity Shares of Bajaj Auto Finance Ltd. 39,000

39,000


Total Quoted Cost (A) 4,09,900

4,09,900

MARKET VALUE OF QUOTED INVESTMENTS 6,60,118

4,14,356

National Saving Certificate (Pledge with the Govt.) 40,400 40,400Face ValueTotal Unquoted Cost (B) 40,400 40,400

TOTAL INVESTMENTS (A+B) 4,50,300 4,50,300



- 38 -

31.03.2013 31.03.2012

NOTE 10- Deferred Tax Assets (Net) NIL NIL

-

-

Deferred Tax Liabilities

Difference in Books & IT Depreciation -

-

Deferred Tax Assets

Difference in Books & IT Depreciation 58,74,969 41,87,502 7,20,469

20,65,960

Unabsorbed Loss / Depreciation -

8,04,003

Net Deferred Tax Assets 65,95,438

70,57,465

NOTE11 - LONG TERM LOAN AND ADVANCES

Unsecured, considered Good

A) Security Deposits - Unsecured considered good 53,13,220

75,88,536

53,13,220

75,88,536

NOTE 12 - OTHER NON-CURRENT ASSETPre- operative expenses 79,96,880

79,96,880 -


31.03.2013 31.03.2012

Expenses Debited in Statement of Profit and Loss But To Be

allowed in Subsequent Years in Income Tax

Note 10.1 The company has substantial amount of unrecognized MAT credit of Rs. 68404487/- and hence the company is

liable to pay Minimum Alternate Tax (MAT) in accordance with the provisions of the Income tax Act, 1961. The same has

been debited to Statement of Profit and Loss of the company. MAT credit is not recognized as a measure of prudence.

However the figures of the Deferred Tax liabilities / Assets as on 31.03.2013 is as under:-

Particulars


- 39 -

31.03.2013 31.03.2012

NOTE 13 - INVENTORIES

(As taken ,valued & certified by the management)A) Raw Material 13,28,89,200 10,08,96,885B) Work In Process 1,89,04,411 2,76,47,268C) Finished Goods 12,17,56,370

13,63,92,680

D) Stock-in-Trade -

4,10,873

E) Consumables, Stores & Spares 3,57,54,503

2,89,07,637

F) Scrap 91,24,129

89,17,649

31,84,28,613

30,31,72,992

NOTE 13.1 - PARTICULARS OF INVENTORY

Particulars Closing Opening

Inventory Inventory

Manufactured GoodsGranite Slabs

Polished 11,47,55,811

13,08,65,634

Cut To Size 49,63,130

49,63,130

Blocks 16,01,517 0

Marble Slabs Polished 1,27,970

2,04,303

Cut To Size 2,51,511

2,51,511

Natural Sandstone Polished 56,431

1,08,102

Total 12,17,56,370 13,63,92,680

Trading GoodsGranite Slabs Polished -

4,10,873

Total -

4,10,873

WIP Closing OpeningWIP WIP

Granite Slabs 1,87,17,956 2,75,94,011

Natural Sandstone 1,86,455 53,257

Total 1,89,04,411 2,76,47,268


- 40 -


NOTE 14 - TRADE RECEIVABLES Unsecured, Considered GoodA) Trade Receivables Outstanding for more than six months 6,07,15,993 4,48,17,125

B) Trade Receivables (Others) 14,01,62,573 12,77,80,626

20,08,78,566

17,25,97,751

NOTE 15 - Cash & Bank BalancesA) Cash & Cash Equivalents Cash On Hand 38,31,937

41,76,979

Balances with Banks - Current Account 3,43,88,306

45,87,535

B) Other Bank Balances (More Than 3 Months) FDRs with Bank 3,63,06,272

91,03,937

7,45,26,515

1,78,68,451

Note : 15.1 FDR's includes Deposits which are pledged against BG/LC Rs. 1,306,507/- (Previous Year Rs. 1,208,051/-)

Note : 15.2 FDR's includes Deposits of Rs. 1,80,00,000/- excluding interest (Previous Year Rs. 1,118,525/-) with maturity of more than 12 months.

Note : 15.3 FDR of Rs 30,00,000 are pledged against Bank Guarantee in Favour Sales Tax Department as follows:-Rs 8,00,000- Demand raised by the Sales Tax Department for Entry Tax Amount PayableRs 22,00,000- Demand raised by the Sales Tax Department for VAT Amount Payable

Note : 15.4 New FDR of Rs 3,01,00,000 with ICICI Bank is pledged against Margin Money

NOTE 16 - SHORT TERM LOAN AND ADVANCES UNSECURED, CONSIDERED GOODAdvances Recoverable in Cash or Kind

Cenvat & Input Tax Credit 2,80,25,253

1,96,09,320

Advances To Vendors 2,80,07,712

4,52,39,078

Advances To Others 10,07,02,169

8,57,17,330

Capital Advances 67,76,878

3,51,33,318

TDS Receivable 10,45,249

6,38,148

Advance Income Tax 1,80,00,000

7,00,000

Service Tax Receivable 34,04,768

32,51,273

Security Deposits, consider good (Current Portion) 76,08,731

16,06,452

19,35,70,760

19,18,94,919

Note : 16.1 Advances To Others includes Rs. 8,26,20,049/- (Previous Year Rs. 17,56,640/- ) with Related Parties.

NOTE 17- OTHER CURRENT ASSETSPrepaid expenses 5,09,099 2,18,680Accrued Interest 2,28,134 4,23,832

7,37,233 6,42,512

Note 14.2 Trade Receivables of Rs. 446828/- are to be realized from related parties.

Note 14.1 All Trade Receivables are likely to be realized within twelve months from the date of Balance Sheet.


- 41 -


31.03.2013 31.03.2012

NOTE 18 - REVENUE FROM OPERATIONSSale of Product Granite 87,19,65,191

56,08,29,443 Marble 76,82,531

1,10,28,525 Natural Stone 43,33,073

1,06,38,067Other operating revenue Scrape Sale 3,19,242

3,15,000

Sales of DEPB License - 9,99,830 Export Incentives (Duty Drawback) 7,55,727 1,91,619

Revenue from operations (gross) 88,50,55,764

58,40,02,484LESS: Excise Duty 25,44,331

29,23,458

Revenue from operations (Net) 88,25,11,433

58,10,79,026

NOTE 19 - OTHER INCOMEInterest Income 81,64,162

42,60,883Profit on Sales of Vehicle -

7,62,372Net Exchange Rate Fluctuation 1,13,69,948

1,73,56,865Other Non-Operating Income (Net of Expenses) Provision Written Back 3,09,020

2,16,036 CST Refund 9,68,100

5,68,003 Dividend Received 820

6,602 Insurance Claim Received 6,76,570

80,400 Mics Income 42,54,339

839309 Mics Balances Written-Off 33,80,783 86,30,056

2,91,23,742 3,27,20,526


Note 19.1 Rebates, claims and discount etc on sales are accounted for and being provided for as and when settled with the parties as

per consistent policy adopted by the Company every year.

NOTE 20 - COST OF RAW MATERIALS CONSUMED

Opening Stock 10,08,96,885 4,22,74,439Add: Purchases Less Returns 28,96,22,117 24,09,27,969Less: Closing Stock 13,28,89,199

10,06,81,685

25,76,29,804

18,25,20,722

NOTE 20.1 - PARTICULARS OF RAW MATERIALS CONSUMED

Granite Block 25,54,14,043

18,02,87,497Marble Block 4,70,768

7,45,070Natural Stone 17,44,993

14,88,155

Total 25,76,29,804

18,25,20,722

NOTE 21 - PURCHASE OF STOCK IN TRADESlabs Trading Purchase 9,13,33,465 2,92,07,064Block Trading Purchase 2,45,295 -

9,15,78,760 2,92,07,064

NOTE 21.1 - PARTICULARS OF TRADING PURCHASES

8,69,36,932 2,68,56,178Marble Slabs 46,41,828 23,50,886

Total 9,15,78,760 2,92,07,064

Granite Slabs


- 42 -

31.03.2013 31.03.2012

NOTE 22 - CHANGES IN INVENTORIES OF FINISHED GOODS , WIPOpening StockWork in Process 2,76,47,268 2,69,76,281Finished Goods 13,63,92,680

15,46,82,938

Stock of Trading Goods 4,10,873

-

Scraps 89,17,649

91,89,183

17,33,68,470

19,08,48,402

Less : Closing StockWork in Process 1,89,04,411

2,76,47,268

Finished Goods 12,17,56,370

13,63,92,680

Stock of Trading Goods -

4,10,873

Scraps 91,24,129

89,17,649

14,97,84,910

17,33,68,470

(Increase)/Decrease 2,35,83,560

1,74,79,932

NOTE 23 - MANUFACTURING EXPENSES Consumption of Stores, Spares & Consumables 16,30,33,210

13,79,16,406

Blade Brazing Expenses 3,82,003

3,45,685

Power & Fuel Expenses 4,17,09,311

3,72,44,937

Finishing & Block Dressing Expenses - 19,410 Entry Tax 2,57,617 2,05,825 Factory Expenses 22,76,265 16,58,194 Freight Charges 2,88,423

3,36,331

Slurry & Trans. Expenses 39,06,583

30,87,800

Repairs & Maintenance- Plant & Machineries 18,55,663

13,69,262

- Building -

-

21,37,09,075

18,21,83,850

NOTE 24 - EMPLOYEE BENEFITS EXPENSES Factory Wages & Allowances 2,00,15,268

1,60,22,917

Salary & Allowances 1,94,53,961

1,56,70,881

Director's Remuneration 52,56,834

53,40,915

Staff & Labour Welfare Expenses 21,26,539

17,18,866

Contribution to PF, ESI, Gratuity Fund etc. 93,28,287

91,58,290

5,61,80,889

4,79,11,869

NOTE 25 - FINANCE COSTS Interest On Car Loan 18,27,800 5,20,796

Interest to Others 4,467 24,736

Interest On Income Tax 10,43,240 7,69,097 Interest Paid on late fees 1,962 1,802 Interest paid on Cash/Packing Credit - 7,514 Interest On TDS 16,085 22,462 Bank Charges 12,79,354 11,81,290

41,72,908 25,27,697



- 43 -

31.03.2013 31.03.2012

NOTE 26 - OTHER EXPENSESA) ADMINISTRATIVE EXPENSESA.G.M. Expenses - 2,515Auditor's Remuneration 2,84,711 2,55,553Auditor's Expenses & Reimbursement 1,74,871 -Boarding & Lodging Exp 7,11,604 6,69,963Books & Periodicals 12,750 9,516Business & Guest Expenses 5,32,440 3,89,902Computer Exp. 1,60,010 1,79,819

Conveyance 7,18,865 7,10,711Custody Charges 35,595 -Director's Travelling Expenses 65,29,008

47,16,297Diwali Expenses 1,53,116

73,584Donation 21,500

23,001Fees, Subscription & Membership 6,91,410

4,70,519Festival & Pooja Expenses 2,47,218

2,78,822Fire Fitting Expenses 20,180

29,684Garden Maintenance 74,038

87,793Guest Expenses 2,57,657

6,06,427Insurance Expenses 4,55,261

3,54,948Internet Expenses 1,26,516

1,62,030Lease Rent 526

83,183Legal Expenses 4,35,054

4,57,679Listing Fees 39,913

59,212Light & Water 24,367

15,833-

2,18,407Medical Expenses 40,171

55,954Miscellaneous Articles W/off 2,100

3,255Miscellaneous Exp 2,81,121

75,131Office Expenses 9,90,276

6,41,351Postage & Courier 11,74,027

9,67,366Professional Charges 5,15,748

4,43,855

Printing & Stationery 7,71,001

6,05,176Rates & Taxes 18,35,008 9,94,685Recruitment & Training 8,009

10,107

Service tax expenses 6,705

-

Quarry Exp 1,63,164

3,66,435Telephone Expenses 15,42,568

16,42,577Travelling Expenses 32,54,273

23,37,303Typing & Photocopy Expenses 83,325

75,757Vehicle Exp - Repairs & Maintenance 32,05,514

36,60,227Repair & Maintenance Others 5,74,058

7,29,124Share Transfer Expense 22,664

66,513Software Development Expenses 60,842

6,674Security Service Charges 12,36,296

7,62,156

2,74,73,480

2,32,99,044

B) SELLING & DISTRIBUTION EXPENSESAdvertisement Expenses 42,968

47,872Commission & Brokerage 7,39,869

18,05,547Discount on Sales 5,53,298

9,46,544Compensation 1,42,975 7,14,567Exhibition Expenses 41,05,418 51,20,611Freight & Forwarding on Sales 7,55,36,552 3,15,02,480Freight & Forwarding - TR 1,62,66,783 31,22,680Incentive On Block Marketing 3,61,341 3,30,215Insurance - MARINE 7,20,383 9,18,577Loading Expenses 25,415 34,460Packing - TRADING 8,64,500 8,65,500Sales Promotion Expenses 43,245 21,325

9,94,02,747 4,54,30,378

TOTAL 12,68,76,227 6,87,29,422


Net Loss on Derivatives (Forward Contracts)


- 44 -


NOTE 27 - Value of Imported & Indigenous Material Consumed.

Amount % of Consumption Amount

% of

Consumption

Raw Materials Imported 1,52,18,092 5.91 61,76,396 3.38

Indigenous 24,24,11,712 94.09

17,63,44,326 96.62

Total 25,76,29,804

100.00

18,25,20,722

100.00

Stores, Spares & Consumables Imported 8,12,28,075 49.84

7,45,72,945 54.07

Indigenous 8,18,05,135 50.16

6,33,43,461 45.93

Total 16,30,33,210

100.00

13,79,16,407

100.00

Capital Goods Imported -

-

-

-

Indigenous -

-

-

-

Total -

-

-

-

31.03.2013 31.03.2012

NOTE 28 - Value of Imports on CIF Basis in Respect of :

(A) Raw Materials 1,56,45,440 95,88,882

(B) Stores, Spares & Consumables Steel Blade 2,80,95,151 2,20,06,950

Steel Grit 4,72,44,892 4,01,08,870

Polishing Stone 24,77,981 79,05,719

Imported Store & Spares 44,62,768 66,14,040

(C) Capital Goods 13,69,244

-

Total 9,92,95,476

8,62,24,461

NOTE 29 - Particulars of Payment To Auditors

Audit Fee ( Including Service Tax) 2,34,149 1,37,875

Limited review 50,562 66,180

Reimbursement of Expenses 1,74,871 51,498

4,59,582 2,55,553

NOTE 30 - Expenditure in Foreign Currency

Foreign Travelling 6,37,068 8,02,555

Commission 1,22,320 0

7,59,388 8,02,555


31.03.2013 31.03.2012

- 45 -

31.03.2013 31.03.2012

NOTE 31 - Earnings in Foreign Exchange

FOB Value of Exports 81,07,52,036 55,40,82,094

Others

81,07,52,036 55,40,82,094

NOTE 32 - Earnings Per Share

No. of Equity Shares (Weighted Average) 13,51,500 13,51,500

Profit After Tax 86463883 44982224

Earnings Per Share (Basic & Dilutive) 63.98 33.28

NOTE 33 - Prior Period AdjustmentsFollowing Items have been included in respective heads : -

MISC. Written off 43,409

-Application fees For Mines 5,000

-Assessment fee 7,000

-Business Guest Expense 1,350

-Commission -

2,46,730Consultancy & Services Charges 26,500

-Consumables 34,600

-

Courier Services 92

-CST Demand/ recoverable 2,82,559 27,432Deduction on VAT refund adjustment entry made 4,060 62,185Excise Duty/overtime 74,182

-

Fiber Filling Exp (22,800)

-Fluctuation Amount Recorded 2,825

-Freight & Forwarding 1,90,322

(1,45,731)Interest Others -

11,761Labour charges 8,967

26,612Legal and professional fees 10,000

1,49,500Printing and stationary (4,600)

-Postage & Courier -

22,240Power & Electricity -

69,000Purchases (4,73,336)

-Repairs Amount 11,500

-Sale of DPEB License -

(4,38,058)Telephone exp. 9,392

8,744Tour and Travelling (13,359)

-

1,97,663 40,415

Note 34 In line with the notification datedst

31 March, 2009 issued by The Ministry of Corporate Affairs, amending

Accounting Standard AS11 –‘Effects of Changes in Foreign Exchange Rates’, the Company has chosen to exercise the

option under paragraph 46 inserted in the standard by the notification. Accordingly, the company has adjusted the foreign

currency exchange differences on amounts outstanding for acquisition of fixed assets, to the carrying cost of fixed assets.

Note 35 The Company has only one reportable segment i.e. exports of Granite & Marble.

NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31.03.2013PACIFIC INDUSTRIES LIMITED

Note- The Company has only one Class of Equity Shares having a par value of 10 per shares. Each holder of equity shares is entitled

to one vote per share.


- 46 -

NOTE 36 - Related parties information is as under – AS 18

(a) Key Management Personnel Shri J.P. Agarwal (Chairman & Managing Director) Shri Kapil Agarwal (Whole Time Director)

(b) Relatives

Ankit Agarwal Geeta devi Agarwal

Kanika Agarwal

Sarita Agarwal

Shruti Agarwal

(c) Entities in which key management personnel and their relatives are interested.

Ankit Buildmart

Pvt. Ltd.

Dhawal Marbles and Granites Pvt. Ltd.

Divya Finlease Pvt. Ltd.

Geetanjali Education Society

Geetanjali Foundation

Geetanjali Infosystems (P) Ltd

Geetanjali Institute of technical studies

Geetanjali Investech Holdings Pvt Ltd,

Geetanjali Marble

Geetanjali University Trust

J P Marble

Kapil Exports

Krishna Marble

Lakecity Housing P.Ltd.

Ojaswi Marbles & Granites Pvt. Ltd.

Pacific Export

Pacific Leasing

Pearl Exports

Pearl real home developer

Rahul Awas yojna p. Ltd.

Rahul Marbles

Pvt. Ltd.

Shephali Hotel & Resorts Pvt. Ltd.

Shruti Syntheices ltd.

Yash Processors

Pvt. Ltd

Particulars

Referred in (a)

Above (Rs. in Lacks)

Referred in (b)


Referred in (c)


2012-13

2011-12

2012-13

2011-12

2012-13

2011-12

Purchases

0.00

0.00

0.00

0.00

11.28

3.86

Sales

0.00

0.00

0.00

0.00

22.97

5.47

Salary

52.57

53.41

24.00

20.68

0.00

0.00

Payables/(Advance)

(79.80)

(3.48)

(17.30)

(2.26)

(154.56)

(50.69)

Loan Taken during the year

0.00

0.00

0.00

0.00

230.10

996.29

Loan Repaid during the year 0.00 0.00 0.00 0.00 519.42 429.04

Loan Outstanding as on 31 –March

0.00 0.00 0.00 0.00 230.50 519.82


- 47 -

NOTE 38 - Contingent Liabilities & Commitments

Contingent Liabilities

(A) Claims against the company not acknowledge as debt.A.1

A.2

A.3

A.4

A.5

A.6

A.7

(B) Guarantees NIL

(C) Other Contingent LiabilitiesC.1

C.2

Commitments(A)

NOTE 39 - Previous years figures have been regrouped and rearranged wherever considered necessary.

AS PER OUR AUDIT REPORT OF EVEN DATE

For A. Bafna & Co. For and on behalf of the Board

Chartered Accountants Pacific Industries Ltd.

Firm Reg. No. 003660C

(M.K. Gupta) J.P. Agarwal Kapil Agarwal

Partner Chairman & Managing Director Executive Director

M.No. 073515

Place: Udaipurth

Date: 30 May, 2013

Note 37 - Debit & Credit Balances appearing under Sundry Debtors, Advance Receivables in Cash or in Kind ,

Unsecured Loans, Sundry Creditors are subject to confirmation & reconciliation. Adjustment, if any, in these accounts

will be made as & when finally reconciled & confirmed. Trade Receivables & Trade Payables have been taken at their

Book Value after making necessary adjustment on account of foreign exchange fluctuation except in cases of some old

balances lying in account.

The company has a total demand of Rs. 15.21 lacs for Entry Tax out of which the company has

deposited Rs. 7.60 Lacs under protest. For rest of the amount of Rs 7.61 Lacs the company is perusing

the matter with concerned department.

The company has a total demand of Rs. 43.89 lacs from Sales Tax Department against which the

company has deposited Rs. 21.95 Lacs under protest. For rest of the amount of Rs 21.95 Lacs the

company is perusing the matter with concerned department.

Demand Raised by Service Tax Department of Rs 4.53 Lacs out of which 3.47 Lacs has been deposited

and for rest of the amount of Rs 1.06 he company is perusing the matter with concerned department.

The Company also has contingent liability of Rs. 18.30 lacs in respect of Custom duty for which

Company has deposited NIL amount.


Forward Contracts entered but remaining to be executed Rs. NIL / $ NIL (Previous Year Rs. 1,32,18,250 / $

250000).

Demand of Rs 8.66 lacs against which the company has deposited Rs 8.66 lacs under Central Excise act

against which the company has filed an appeal.

Service Tax refund claim rejection of Rs 3.40 lacs against which the company is perusing the matter

with concerned department.

Show cause notice recd from excise authorities of Rs 1.02 crore in respect of excise duty imposed on

ground of availing wrong benefit of exemption notification on imported marble blocks, however no

demand has been received from the excise authorities against the same and based on the legal opinion

obtained, the company does not expect any liability on this account.

(a) Show Cause notice recd from excise authorities of Rs 4.94 crore in respect of custom duty under the

provision of Custom Act 1962 imposed on ground of availing wrong benefit of exemption notification on

imported marble blocks. However no demand has been received from the Custom authorities against

the same and based on the legal opinion obtained, the company does not expect any liability on this

account.

Demand Raised by the Central Excise Commissionerate of Rs 1.11 Crores/- against which Rs 55.96

Lacs is deposited by the company.


Sd/- Sd/-Sd/-

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PARTICULARS

A: CASH FLOW FROM OPERATING ACTIVITIES:

10,89,54,277 5,64,35,711

Adjusted for:

Profit on Sale / Discard of Assets (net) - (7,62,372)

Depreciation and Amortization Expense 2,80,61,133 2,68,03,284

Interest Income (81,64,162) (42,60,883)

Interest Paid 28,93,554

13,21,671

Other Financial Expenses 12,79,354

11,81,290

Pre-Operative Depreciation 17,41,896

2,58,11,775

2,42,82,990

Operating Profit before Working Capital Changes 13,47,66,052

8,07,18,702

Adjusted for:

Trade and Other Receivables (2,82,80,815)

(68,69,468)

Inventories (1,52,55,620)

(4,32,10,020)

Current Assets (74,92,120)

(7,52,55,184)

Current Liabilities 7,39,43,860

2,29,15,305

2,44,17,855

(10,09,16,817)

Cash Generated from Operations 15,76,81,357

(2,01,98,115)

Taxes Paid (1,14,53,487)

(93,48,540)

Earlier Year Tax Demand (4,42,818)

-

Net Cash from Operating Activities 14,57,85,052

(2,95,46,655)

B: CASH FLOW FROM INVESTING ACTIVITIES:

Purchase of Fixed Assets (4,32,36,278)

(1,55,17,927)

Sale of Fixed Assets -

17,82,002

Interest Income 81,64,162 42,60,883

Net Cash (used in) Investing Activities (3,50,72,116)

(94,75,042)

C: CASH FLOW FROM FINANCING ACTIVITIES:

Receipt/Repayment of Borrowings (4,98,81,964)

4,62,73,722

Interest Paid (28,93,554)

(13,21,671)

Other Financial Expenses (12,79,354)

(11,81,290)

Net Cash (used in) / from Financing Activities (5,40,54,872)

4,37,70,761

Net Increase in Cash and Cash Equivalents 5,66,58,064

47,49,064

Opening Balance of Cash and Cash Equivalents 1,78,68,451

1,31,19,387

Closing Balance of Cash and Cash Equivalents 7,45,26,515

1,78,68,451

AS PER OUR AUDIT REPORT OF EVEN DATE

For A. Bafna & Co. For and on behalf of the Board

Chartered Accountants Pacific Industries Ltd.

Firm Reg. No. 003660C

(M.K. Gupta)

Partner J.P. Agarwal Kapil Agarwal

M.No. 73515 Chairman & Managing Director Executive Director

Place: UdaipurthDate: 30 May, 2013

PACIFIC INDUSTRIES LIMITED

CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31.03.2013

31.03.2013 31.03.2012

Net Profit before extraordinary items & tax as per Statement of

Profit and Loss


Sd/- Sd/-

Sd/-

- 49 -

PACIFIC INDUSTRIES LIMITED

Corporate information

“Pacific Industries Limited” is a public Limited Company domiciled in India and incorporated under the provisions of Companies Act, 1956. The Company is engaged in manufacturing of Granites & Marble Slabs. In the current Financial year 2012-13, the company has expanded its line of business to mining of granite blocks operation which is carried out under a unit of company located in Chennai. The Company is having 100% EOU & caters huge demand of Foreign Markets for Granite & Marbles Slabs.

STATEMENT OF SIGNIFICANT ACOUNTING POLICIES:

(1) General / Basis of Preparation :

The company follows mercantile basis of accounting and recognizes income and expenses on accrual basis except otherwise mentioned. The accounts are prepared on historical cost basis on the principles of going concern. Accounting policies not specifically referred are consistent and in consonance with generally accepted accounting principles.

(2) Use of Estimates :

The presentation of financial statements in conformity with the generally accepted accounting principles requires estimates and assumptions to be made that affect the reportable amount of assets and liabilities on the date of financial statement and the reportable amount of revenue and expenses during the reporting period. Difference between the actual result and estimates are recognized in the year in which the results known/materialized.

(3) Revenue Recognition:

(i) Revenue in respect of sales of goods is recognized at the point of dispatch/ passage of title of goods to the customer. Sales are net of excise duty and sales tax.

(ii) Insurance and other claims being unascertained are accounted on receipt basis.

(4) Fixed Assets:

Fixed Assets are stated at cost of acquisition or construction or at revalued amounts wherever such assets have been revalued less accumulated depreciation.

(5) Depreciation :

Depreciation on Fixed assets has been provided on written down value as per the rates prescribed under schedule XIV of the companies Act, 1956.

Depreciation on additions has been provided on pro-rata basis from the date on which asset is capitalized/ put to use, wherever applicable.

Fixed assets costing Rs. 5,000/- or less are being fully depreciated in the year of acquisition.


- 50 -

(6) Impairment of Assets :

The carrying amounts of tangible fixed assets are reviewed for impairment, if events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.

If there are indicators of impairment, an assessment is made to determine whether the asset's carrying value exceeds its recoverable amount. Whenever the carrying value of an asset exceeds its recoverable amount, impairment is charged to statement of profit and loss.

Recoverable amounts are estimated for individual assets where feasible, otherwise to the relevant cash generating unit.

(7) Investment:

(i) Investments are classified into current and long term investment.

(ii) Long term investments are carried at cost. Provision for diminution is made in the value of investment to recognize a decline if any, other than temporary.

(iii) Current investments are stated at lower of cost and net realizable value.

(8) Export Incentive:

Export incentives on trading export such as import entitlement, advance license are accounted for on the realization/ sale thereof.

(9) Employee Benefits:

(i) Gratuity payable to employees, who are eligible are accounted for on the basis of actuarial valuation received from Life Insurance Corporation of India and leave encashment payable to employees, who are eligible are accounted for on the basis as it becomes due for payment on the last date of accounting year.

(ii) Provident fund paid/ payable during the year is charged to Statement of Profit & Loss.

(10) Inventories:

(i) Raw materials, stores & spares, consumables are valued at actual cost on FIFO basis.

(ii) Stock-in-process is valued at weighted average cost which includes cost of raw material, stores & spares and other consumable consumed and manufacturing expenses, production overheads and depreciation.

(iii) Finished goods are valued at cost or at estimated realizable value whichever is lower. Cost for this purpose includes raw materials, wages, manufacturing expenses, production overheads and depreciation.

(iv) Scrap is valued at estimated realizable value.

(v) Crazy/ wastage arising out of production is valued at net realizable value.


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(11) Foreign Currency Transactions:

(i) Foreign Currency transactions are accounted for at the exchange rate prevailing on the date of such transaction, where such transactions are not covered by forward contracts. Gains/ Losses arising out of the fluctuation in the exchange rate are accounted at the year end or on realization.

(ii) Current assets & liabilities are translated at year-end rate. Exchange fluctuation, if any, are adjusted in statement of profit and loss (except related to fixed assets) during the year and the related current assets and liabilities accordingly restated in the balance sheet.

(iii) In respect of foreign currency taken for acquisition of fixed assets, any fluctuation arising due to such transactions are adjusted in the cost of the respective fixed assets.

(12) Taxation

a) Current tax is the provision made for Income Tax liability, if any on profits in accordance with the provisions of the Income Tax Act, 1961.

b) Deferred tax is recognized on timing differences, being the difference resulting from the recognition of items in the financial statements and in examining the current income tax.

c) Deferred tax assets are recognized on unabsorbed depreciation/ business losses to the extent that there is virtual certainty supported by convincing evidences that sufficient future taxable income will be available against which such deferred tax assets can be realized and on expenses incurred but to be allowed on payment basis as per provision of the Income Tax Act, 1961

d) Deferred tax assets and liabilities are measured using the tax rate and tax law that have been enacted on the Balance Sheet date.

(13) Contingent Liabilities:

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the notes. Contingent assets are neither recognized nor disclosed in the financial statements.


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ATTENDANCE SLIP

Pacific Industries Limited

Registered Office: Village : Survey No. 13, Kempalingahalli, Nelamangala Taluk (Rural)Bangalore -

562123 (Karnataka).

(Please fill this attendance slip and hand it over at the entrance of the meeting hall)

I hereby record my presence at the 2 4th

Annual General Meeting of the Company to be held at Village : Survey No. 13, Kempalingahalli, Nelamangala Taluk ( Rural)Bangalore -

562123 (Karnataka).

on Monday the 30th

September, 201 3

at 10.00 A. M.

Folio No. # __________________

DP ID* _______________________

No. of shares held ________________

CLIENT ID* _______________________

Member’s / Proxy’s name

(in Block Letters)

Signature

# Applicable for shares held in physical form.

* Applicable for shares held in dematerialized form.

PLEASE CUT HERE AND BRING THE ABOVE ATTENDANCE SLIP TO THE MEETING.

…………………………………………………………………………………………………………………………………………… ………………………………………PROXY FORM

Pacific Industries Limited

Registered Office: Village : Survey No. 13, Kempalingahalli, Nelamangala Taluk (Rural)Bangalore -

562123 (Karnataka).

I/We_________________________ of _____________________ in the distri ct of _____________ being member(s) of Pacific Industries Limited

hereby appoint Mr. / M s. __________________________________ of __________________ in the district of _____________ or failing him/her Mr./ M s. of ________________ in the district of _________________ as my/our proxy to attend and vote for me/us and on my/our behalf at the 2 4

th

Annual General Meeting of the Company to be held at Village : Survey No. 13, Kempalingahalli, Nelamangala Taluk (Rural)Bangalore -562123 (Karnataka)

on Monday the 30th

September, 201 3

at 10.00 A. M. and at any adjournment thereof.

Folio No. # __________________

DP ID* _______________________

No. of shares held ________________

CLIENT ID* _______________________

Signed this ______ day of ________,

2013

Signature

# Applicable for shares held in physical form.

* Applicable for shares held in dematerialized form.

Note: This form in order to be effective should be duly stamped, completed, signed and must be deposited at the registered office of the company not less than 48 hrs. before the time for holding the meeting.

Affix Rs. One Revenue Stamp

INDUSTRIES LIMITED · Special Resolution, as per the requirement of SEBI (Delisting of Securities)...

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